EX-99.1 2 cnsl-20240806xex99d1.htm EX-99.1

Exhibit 99.1

Consolidated Communications Announces

Second Quarter 2024 Financial Results

MATTOON, Ill. – August 6, 2024 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today reported results for second quarter 2024.

Second Quarter 2024 Results

●

Revenue totaled $268.7 million

●

Overall consumer revenue was $112.7 million

●

Consumer fiber broadband revenue was $45.4 million

●

Total consumer broadband net adds were 3,670¹

●

Consumer broadband revenue was $81.4 million

●

Commercial data services revenue was $54.6 million

●

Carrier data-transport revenue was $30.3 million

●

Net loss was ($66.7 million). Adjusted EBITDA was $84.2 million

●

Total committed capital expenditures were $102.7 million

Cost of services and products and selling, general and administrative expenses collectively decreased $3.2 million versus the prior year largely due to lower video programming costs, a reduction in contract labor costs, and lower salaries driven by certain cost savings initiatives. The decrease was partly offset by higher professional fees for various system enhancements, customer service improvements and strategic initiatives.

Net interest expense was $44.1 million, an increase of $7.2 million versus the prior year, primarily as a result of higher interest rates on the term loan, interest from borrowings on the revolving credit facility, and decreased interest income due to lower cash holdings in the current quarter. At June 30, 2024, the Company had 72% of its total outstanding debt at a fixed rate through September 2026. As of June 30, 2024, the weighted average cost of debt was 7.18%.

Net loss in the second quarter of 2024 was ($66.7 million) compared to net loss of ($119.0 million) in the second quarter of 2023. The net loss in 2023 included an impairment loss of ($77.8 million) recorded in relation to the Washington assets. Net loss per share was ($0.58) in the second quarter of 2024 as compared to net loss per share of ($1.05) in the second quarter of 2023. Adjusted diluted net (loss) per share excludes certain items as outlined in the table provided in this release. Adjusted diluted net loss per share was ($0.37) compared to ($0.28) in the second quarter of 2023.

¹ Normalized for the divestiture of the Company’s Washington assets, which closed on May 1, 2024.

Refer to the tables contained in this press release for a reconciliation of all non-GAAP measures.

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Capital Expenditures

Total committed capital expenditures were $102.7 million, driven by 32,961 new fiber passings, second quarter fiber adds, and the usage of existing inventory for install and build activity.

Capital Structure

As of June 30, 2024, the Company maintained liquidity with cash and short-term investments of approximately $5 million, as well as $75 million of available borrowing capacity under the Company’s revolving credit facility and $80 million undrawn under its term loan agreement with Searchlight CVL AGG, L.P. as lender, in each case, subject to customary conditions.

Washington Asset Sale

On May 1, 2024, Consolidated completed the sale of its Washington assets.

Pending Transaction

As previously announced on Oct. 16, 2023, Consolidated entered into an agreement to be acquired by affiliates of Searchlight Capital Partners, L.P. and British Columbia Investment Management Corporation in an all-cash transaction with an enterprise value of approximately $3.1 billion, including the assumption of debt. On Jan. 31, 2024, at a special meeting of shareholders, approximately 75% of shares held by disinterested shareholders voted to approve the proposal to adopt the merger agreement and approve the pending transaction. The transaction will result in Consolidated becoming a private company and is expected to close in late fourth quarter 2024 or early first quarter 2025, subject to customary closing conditions, including receipt of regulatory approvals. The transaction is not subject to a financing condition. Following the closing of the transaction, shares of Consolidated common stock will no longer be traded or listed on any public securities exchange.

In light of the transaction, Consolidated will not host an earnings conference call.

About Consolidated Communications

Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) is dedicated to moving people, businesses and communities forward by delivering the most reliable fiber communications solutions. Consumers, businesses and wireless and wireline carriers depend on Consolidated for a wide range of high-speed internet, data, phone, security, cloud and wholesale carrier solutions. With a network spanning over 63,000 fiber route miles, Consolidated is a top 10 U.S. fiber provider, turning technology into solutions that are backed by exceptional customer support. Learn more at consolidated.com.

Use of Non-GAAP Financial Measures

This press release includes disclosures regarding “EBITDA,” “adjusted EBITDA,” “adjusted diluted net income (loss) per share,” and “Normalized revenue,” all of which are non-GAAP financial measures. Accordingly, they should not be construed as alternatives to net cash from operating or investing activities, cash and cash equivalents, cash flows from operations, net income or net income per share as defined by GAAP and are not, on their own, necessarily indicative of cash available to fund cash needs as determined in accordance with GAAP. In addition, not all companies use identical calculations, and the non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. A reconciliation of these non-GAAP financial measures to the most directly comparable financial measures presented in accordance with GAAP is included in the tables that follow.

Adjusted EBITDA is comprised of EBITDA, adjusted for certain items as permitted or required by the lenders under our credit agreement in place at the end of each quarter in the periods presented. The tables that follow include an explanation of how adjusted EBITDA is calculated for each of the periods presented with the

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reconciliation to net income (loss). EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization on a historical basis.

We present adjusted EBITDA for several reasons. Management believes adjusted EBITDA is useful as a means to evaluate our ability to fund our estimated uses of cash (including interest on our debt). In addition, we have presented adjusted EBITDA to investors in the past because it is frequently used by investors, securities analysts and other interested parties in the evaluation of companies in our industry, and management believes presenting it here provides a measure of consistency in our financial reporting. Adjusted EBITDA, referred to as Available Cash in our credit agreement, is also a component of the restrictive covenants and financial ratios contained in our credit agreement that requires us to maintain compliance with these covenants and limit certain activities, such as our ability to incur debt. The definitions in these covenants and ratios are based on Adjusted EBITDA after giving effect to specified charges. In addition, Adjusted EBITDA provides our board of directors with meaningful information, with other data, assumptions and considerations, to measure our ability to service and repay debt.

These non-GAAP financial measures have certain shortcomings. In particular, Adjusted EBITDA does not represent the residual cash flows available for discretionary expenditures, since items such as debt repayment and interest payments are not deducted from such measure.

We present the non-GAAP measure “adjusted diluted net income (loss) per share” because our net income (loss) and net income (loss) per share are regularly affected by items that occur at irregular intervals or are non-cash items. We believe that disclosing these measures assists investors, securities analysts and other interested parties in evaluating both our company over time and the relative performance of the companies in our industry.

Forward-Looking Statements

Certain statements in this press release, including those relating to the current expectations, plans, strategies, and the timeline for consummating the take private transaction with Searchlight Capital Partners, L.P. and British Columbia Investment Management Corporation in late fourth quarter 2024 or early first quarter 2025, are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, our current expectations, plans, strategies and anticipated financial results. There are a number of risks, uncertainties and conditions that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements, including: significant competition in all parts of our business and among our customer channels; our ability to adapt to rapid technological changes; shifts in our product mix that may result in a decline in operating profitability; continued receipt of support from various funds established under federal and state laws; disruptions in our networks and infrastructure and any related service delays or disruptions could cause us to lose customers and incur additional expenses; cyber-attacks may lead to unauthorized access to confidential customer, personnel and business information that could adversely affect our business; our operations require substantial capital expenditures and our business, financial condition, results of operations and liquidity may be impacted if funds for capital expenditures are not available when needed; our ability to obtain and maintain necessary rights-of-way for our networks; our ability to obtain necessary hardware, software and operational support from third-party vendors; substantial video content costs continue to rise; our ability to enter into new collective bargaining agreements or renew existing agreements; our ability to attract and/or retain certain key management and other personnel in the future; risks associated with acquisitions and the realization of anticipated benefits from such acquisitions; increasing attention to, and evolving expectations for, environmental, social and governance initiatives; unfavorable changes in financial markets could affect pension plan investments; weak economic conditions; the risk that the proposed transaction may not be completed in a timely manner or at all; the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances which would require the Company to pay a termination fee; the effect of the announcement or pendency of the proposed transaction on the Company’s ability to

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attract, motivate or retain key executives and employees, its ability to maintain relationships with its customers, suppliers and other business counterparties, or its operating results and business generally; risks related to the proposed transaction diverting management’s attention from the Company’s ongoing business operations; the amount of costs, fees and expenses related to the proposed transaction; the risk that the Company’s stock price may decline significantly if the proposed transaction is not consummated; the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; and the other risk factors described in Part I, Item 1A of Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023 and the other risk factors identified from time to time in the Company’s other filings with the SEC. Filings with the SEC are available on the SEC’s website at http://www.sec.gov. Many of these circumstances are beyond our ability to control or predict. Moreover, forward-looking statements necessarily involve assumptions on our part. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “should,” “may,” “will,” “would,” “will be,” “will continue” or similar expressions. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this press release. Furthermore, undue reliance should not be placed on forward-looking statements, which are based on the information currently available to us and speak only as of the date they are made. Except as required under federal securities laws or the rules and regulations of the Securities and Exchange Commission, we disclaim any intention or obligation to update or revise publicly any forward-looking statements.

Investor and Media Contacts

Philip Kranz, Investor Relations
+1 217-238-8480

Philip.kranz@consolidated.com

Jennifer Spaude, Media Relations
+1 507-386-3765

Jennifer.spaude@consolidated.com

# # #

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Condensed Consolidated Balance Sheets

(Dollars in thousands, except share and per share amounts)

(Unaudited)


	June 30,		December 31,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	5,327	$	4,765
Accounts receivable, net		127,359		121,194
Income tax receivable		3,470		2,880
Prepaid expenses and other current assets		57,321		56,843
Assets held for sale		—		70,473
Total current assets		193,477		256,155

Property, plant and equipment, net		2,494,789		2,449,009
Investments		8,628		8,887
Goodwill		814,624		814,624
Customer relationships, net		10,470		18,616
Other intangible assets		10,557		10,557
Other assets		77,771		70,578
Total assets	$	3,610,316	$	3,628,426

LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	39,820	$	60,073
Advance billings and customer deposits		48,539		44,478
Accrued compensation		56,243		58,151
Accrued interest		19,931		18,694
Accrued expense		83,645		114,022
Current portion of long-term debt and finance lease obligations		20,601		18,425
Liabilities held for sale		—		3,402
Total current liabilities		268,779		317,245

Long-term debt and finance lease obligations		2,268,663		2,134,916
Deferred income taxes		189,987		210,648
Pension and other post-retirement obligations		135,488		137,616
Other long-term liabilities		49,350		48,637
Total liabilities		2,912,267		2,849,062

Series A Preferred Stock, par value $0.01 per share; 10,000,000 shares authorized, 434,266 shares outstanding as of June 30, 2024 and December 31, 2023; liquidation preference of $544,335 and $520,957 as of June 30, 2024 and December 31, 2023, respectively		395,969		372,590

Shareholders' equity:
Common stock, par value $0.01 per share; 150,000,000 shares authorized, 118,477,091 and 116,172,568 shares outstanding as of June 30, 2024 and December 31, 2023, respectively		1,185		1,162
Additional paid-in capital		662,422		681,757
Accumulated deficit		(352,849)		(262,380)
Accumulated other comprehensive loss, net		(17,043)		(21,872)
Noncontrolling interest		8,365		8,107
Total shareholders' equity		302,080		406,774
Total liabilities, mezzanine equity and shareholders' equity	$	3,610,316	$	3,628,426

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Consolidated Communications Holdings, Inc.

Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share amounts)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023

Net revenues	$	268,709	$	275,162	$	543,384	$	551,288
Operating expenses:
Cost of services and products		114,006		126,967		227,465		258,905
Selling, general and administrative expenses		93,288		83,565		177,243		164,849
Transaction costs		3,175		—		6,100		—
Loss on impairment of assets held for sale		—		77,755		—		77,755
Loss on disposal of assets		—		2,384		—		5,688
Depreciation and amortization		79,809		79,538		160,442		157,237
Loss from operations		(21,569)		(95,047)		(27,866)		(113,146)
Other income (expense):
Interest expense, net of interest income		(44,132)		(36,903)		(86,583)		(70,763)
Other, net		292		5,410		1,885		8,168
Loss before income taxes		(65,409)		(126,540)		(112,564)		(175,741)
Income tax benefit		(10,581)		(18,448)		(22,353)		(30,688)
Net loss		(54,828)		(108,092)		(90,211)		(145,053)
Less: dividends on Series A preferred stock		11,692		10,704		23,379		21,291
Less: net income attributable to noncontrolling interest		145		161		258		304
Net loss attributable to common shareholders	$	(66,665)	$	(118,957)	$	(113,848)	$	(166,648)

Net loss per basic and diluted common shares attributable to common shareholders	$	(0.58)	$	(1.05)	$	(1.00)	$	(1.47)

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Consolidated Communications Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
OPERATING ACTIVITIES
Net loss	$	(54,828)	$	(108,092)	$	(90,211)	$	(145,053)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		79,809		79,538		160,442		157,237
Deferred income tax expense (benefit)		(10,580)		(19,020)		(22,371)		(31,259)
Pension and post-retirement contributions in excess of expense		(1,577)		(2,676)		(3,279)		(5,537)
Non-cash, stock-based compensation		3,030		2,388		4,711		3,187
Amortization of deferred financing costs and discounts		1,985		1,874		3,942		3,721
Loss on impairment of assets held for sale		—		77,755		—		77,755
Loss on disposal of assets		—		2,384		—		5,688
Other adjustments, net		1,170		(2,443)		(113)		(2,861)
Changes in operating assets and liabilities, net		(27,211)		(19,475)		(55,653)		4,441
Net cash provided by (used in) operating activities		(8,202)		12,233		(2,532)		67,319
INVESTING ACTIVITIES
Purchase of property, plant and equipment, net		(85,545)		(150,034)		(183,577)		(280,860)
Proceeds from sale of assets		156		6,509		232		6,801
Proceeds from business dispositions, net		67,458		—		67,458		—
Proceeds from sale and maturity of investments		—		90,000		714		91,623
Net cash used in investing activities		(17,931)		(53,525)		(115,173)		(182,436)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt		30,000		—		130,000		—
Payment of finance lease obligations		(5,317)		(4,007)		(10,154)		(7,121)
Payment of financing costs		(430)		—		(934)		—
Share repurchases for minimum tax withholding		(156)		—		(645)		(1,036)
Net cash provided by (used in) financing activities		24,097		(4,007)		118,267		(8,157)
Net change in cash and cash equivalents		(2,036)		(45,299)		562		(123,274)
Cash and cash equivalents at beginning of period		7,363		247,877		4,765		325,852
Cash and cash equivalents at end of period	$	5,327	$	202,578	$	5,327	$	202,578

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Consolidated Communications Holdings, Inc.

Consolidated Revenue by Category

(Dollars in thousands)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Consumer:
Broadband (Data and VoIP)	$	81,405	$	71,339	$	161,287	$	139,300
Voice services		27,965		31,352		56,301		63,615
Video services		3,312		9,362		9,938		18,956
		112,682		112,053		227,526		221,871
Commercial:
Data services (includes VoIP)		54,571		53,230		109,252		106,364
Voice services		30,509		32,236		61,220		64,867
Other		8,295		10,378		17,259		20,134
		93,375		95,844		187,731		191,365
Carrier:
Data and transport services		30,263		31,224		61,311		64,147
Voice services		3,610		4,263		7,404		8,630
Other		284		313		519		663
		34,157		35,800		69,234		73,440

Subsidies		6,373		7,072		13,179		14,108
Network access		21,143		22,747		43,611		47,191
Other products and services		979		1,646		2,103		3,313
Total operating revenue	$	268,709	$	275,162	$	543,384	$	551,288

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Consolidated Communications Holdings, Inc.

Consolidated Revenue Trend by Category

(Dollars in thousands)

(Unaudited)


	Three Months Ended
	Q2 2024		Q1 2024		Q4 2023		Q3 2023		Q2 2023
Consumer:
Broadband (Data and VoIP)	$	81,405	$	79,882	$	76,458	$	75,089	$	71,339
Voice services		27,965		28,336		29,935		31,616		31,352
Video services		3,312		6,626		7,460		8,541		9,362
		112,682		114,844		113,853		115,246		112,053
Commercial:
Data services (includes VoIP)		54,571		54,681		54,473		53,870		53,230
Voice services		30,509		30,711		31,217		31,825		32,236
Other		8,295		8,964		10,521		9,228		10,378
		93,375		94,356		96,211		94,923		95,844
Carrier:
Data and transport services		30,263		31,048		31,713		31,388		31,224
Voice services		3,610		3,794		2,868		4,090		4,263
Other		284		235		243		262		313
		34,157		35,077		34,824		35,740		35,800

Subsidies		6,373		6,806		6,902		6,878		7,072
Network access		21,143		22,468		22,217		20,842		22,747
Other products and services		979		1,124		1,171		10,025		1,646
Total operating revenue	$	268,709	$	274,675	$	275,178	$	283,654	$	275,162

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Consolidated Communications Holdings, Inc.

Reconciliation of Historical Revenue by Category to Normalized Revenue by Category

(Dollars in thousands)

(Unaudited)


	Three Months Ended						Three Months Ended
	June 30, 2024						June 30, 2023
	Historical		Adjustments⁽¹⁾		Normalized		Historical		Adjustments⁽¹⁾		Normalized
Consumer:
Broadband (Data and VoIP)	$	81,405	$	(659)	$	80,746	$	71,339	$	(2,065)	$	69,274
Voice services		27,965		(228)		27,737		31,352		(769)		30,583
Video services		3,312		—		3,312		9,362		(172)		9,190
		112,682		(887)		111,795		112,053		(3,006)		109,047
Commercial:
Data services (includes VoIP)		54,571		(165)		54,406		53,230		(434)		52,796
Voice services		30,509		(139)		30,370		32,236		(445)		31,791
Other		8,295		(6)		8,289		10,378		(33)		10,345
		93,375		(310)		93,065		95,844		(912)		94,932
Carrier:
Data and transport services		30,263		(6)		30,257		31,224		(20)		31,204
Voice services		3,610		—		3,610		4,263		(5)		4,258
Other		284		(4)		280		313		(13)		300
		34,157		(10)		34,147		35,800		(38)		35,762

Subsidies		6,373		(204)		6,169		7,072		(621)		6,451
Network access		21,143		(126)		21,017		22,747		(420)		22,327
Other products and services		979		(13)		966		1,646		(59)		1,587
Total operating revenue	$	268,709	$	(1,550)	$	267,159	$	275,162	$	(5,056)	$	270,106

Notes:

(1)	These adjustments reflect the removal of operating revenues for divestitures. We completed the sale of the Company’s Washington operations on May 1, 2024.

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Consolidated Communications Holdings, Inc.

Reconciliation of Historical Revenue by Category to Normalized Revenue by Category

(Dollars in thousands)

(Unaudited)


	Six Months Ended						Six Months Ended
	June 30, 2024						June 30, 2023
	Historical		Adjustments⁽¹⁾		Normalized		Historical		Adjustments⁽¹⁾		Normalized
Consumer:
Broadband (Data and VoIP)	$	161,287	$	(2,644)	$	158,643	$	139,300	$	(4,091)	$	135,209
Voice services		56,301		(930)		55,371		63,615		(1,547)		62,068
Video services		9,938		—		9,938		18,956		(344)		18,612
		227,526		(3,574)		223,952		221,871		(5,982)		215,889
Commercial:
Data services (includes VoIP)		109,252		(690)		108,562		106,364		(851)		105,513
Voice services		61,220		(573)		60,647		64,867		(923)		63,944
Other		17,259		(33)		17,226		20,134		(52)		20,082
		187,731		(1,296)		186,435		191,365		(1,826)		189,539
Carrier:
Data and transport services		61,311		(25)		61,286		64,147		(40)		64,107
Voice services		7,404		(1)		7,403		8,630		(5)		8,625
Other		519		(17)		502		663		(26)		637
		69,234		(43)		69,191		73,440		(71)		73,369

Subsidies		13,179		(812)		12,367		14,108		(1,231)		12,877
Network access		43,611		(541)		43,070		47,191		(858)		46,333
Other products and services		2,103		(56)		2,047		3,313		(119)		3,194
Total operating revenue	$	543,384	$	(6,322)	$	537,062	$	551,288	$	(10,087)	$	541,201

Notes:

(1)	These adjustments reflect the removal of operating revenues for divestitures. We completed the sale of the Company’s Washington operations on May 1, 2024.

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Consolidated Communications Holdings, Inc.

Reconciliation of Net Loss to Adjusted EBITDA

(Dollars in thousands)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net loss	$	(54,828)	$	(108,092)	$	(90,211)	$	(145,053)
Add (subtract):
Income tax benefit		(10,581)		(18,448)		(22,353)		(30,688)
Interest expense, net		44,132		36,903		86,583		70,763
Depreciation and amortization		79,809		79,538		160,442		157,237
EBITDA		58,532		(10,099)		134,461		52,259

Adjustments to EBITDA (1):
Other, net (2)		22,616		5,441		33,343		15,471
Pension/OPEB benefit		62		(931)		124		(2,072)
Loss on disposal of assets		—		2,384		—		5,688
Loss on impairment		—		77,755		—		77,755
Non-cash compensation (3)		3,030		2,388		4,711		3,187
Adjusted EBITDA	$	84,240	$	76,938	$	172,639	$	152,288

Notes:

(1)	These adjustments reflect those required or permitted by the lenders under our credit agreement.

(2)	Other, net includes income attributable to noncontrolling interests, acquisition and non-recurring related costs, and certain miscellaneous items.

(3)	Represents compensation expenses in connection with our Restricted Share Plan, which because of the non-cash nature of the expenses are excluded from adjusted EBITDA.

Page 12 of 15

Consolidated Communications Holdings, Inc.

Reconciliation of Loss Attributable to Common Shareholders to Adjusted Loss and Calculation of Adjusted Diluted Net Loss Per Common Share

(Dollars in thousands, except per share amounts)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net loss	$	(54,828)	$	(108,092)	$	(90,211)	$	(145,053)
Less: dividends on Series A preferred stock		11,692		10,704		23,379		21,291
Less: net income attributable to noncontrolling interest		145		161		258		304
Net loss attributable to common shareholders		(66,665)		(118,957)		(113,848)		(166,648)

Adjustments to net loss attributable to common shareholders:
Dividends on Series A preferred stock		11,692		10,704		23,379		21,291
Transaction and severance related costs, net of tax		4,902		1,314		8,093		3,962
Loss on impairment of assets held for sale		—		77,755		—		77,755
Loss on disposition of assets, net of tax		—		1,761		—		4,202
Non-cash interest expense for swaps, net of tax		—		(293)		—		(631)
Tax impact of non-deductible goodwill		6,112		(5,901)		6,112		(5,901)
Non-cash stock compensation, net of tax		2,238		1,764		3,479		2,354
Adjusted net loss	$	(41,721)	$	(31,853)	$	(72,785)	$	(63,616)

Weighted average number of common shares outstanding		114,255		113,050		114,195		112,995

Adjusted diluted net loss per common share	$	(0.37)	$	(0.28)	$	(0.64)	$	(0.56)

Notes:

Calculations above assume a 26.15% effective tax rate for the three and six months ended June 30, 2024 and 26.13% effective tax rate for the three and six months ended June 30, 2023.

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Consolidated Communications Holdings, Inc.

Key Operating Metrics

(Unaudited)


			2023										2024
	FY 2022		Q1		Q2		Q3		Q4		FY		Q1		Q2
Passings
Total Fiber Gig+ Capable Passings ^(1)(2)(3)(5)		1,008,660		1,062,518		1,119,956		1,187,076		1,236,208		1,236,208		1,246,991		1,273,926
Total DSL/Copper Passings ^(2)(3)(5)		1,617,077		1,564,889		1,509,875		1,447,539		1,401,535		1,401,535		1,392,698		1,324,438
Total Passings ^(1)(2)(3)(5)		2,625,737		2,627,407		2,629,831		2,634,615		2,637,743		2,637,743		2,639,689		2,598,364
% Fiber Gig+ Coverage/Total Passings		38%		40%		43%		45%		47%		47%		47%		49%

Consumer Broadband Connections
Fiber Gig+ Capable ⁽⁵⁾		122,872		135,209		153,860		175,748		195,195		195,195		213,997		231,187
DSL/Copper ⁽⁵⁾		244,586		234,653		222,969		210,473		198,024		198,024		185,560		163,199
Total Consumer Broadband Connections ⁽⁵⁾		367,458		369,862		376,829		386,221		393,219		393,219		399,557		394,386

Consumer Broadband Net Adds
Total Fiber Gig+ Capable Net Adds⁽⁶⁾		40,075		12,337		18,651		21,888		19,447		72,323		18,802		17,759
DSL/Copper Net Adds ⁽⁶⁾		(39,351)		(9,933)		(11,684)		(12,496)		(12,449)		(46,562)		(12,464)		(14,089)
Total Consumer Broadband Net Adds ⁽⁶⁾		724		2,404		6,967		9,392		6,998		25,761		6,338		3,670

Consumer Broadband Penetration %
Fiber Gig+ Capable (on fiber passings)		12.2%		12.7%		13.7%		14.8%		15.8%		15.8%		17.2%		18.1%
DSL/Copper (on DSL/copper passings)		15.1%		15.0%		14.8%		14.5%		14.1%		14.1%		13.3%		12.3%
Total Consumer Broadband Penetration %		14.0%		14.1%		14.3%		14.7%		14.9%		14.9%		15.1%		15.2%

Consumer Average Revenue Per Unit (ARPU)
Fiber Gig+ Capable	$	65.42	$	67.51	$	68.29	$	68.78	$	68.14	$	66.90	$	67.96	$	67.95
DSL/Copper	$	53.36	$	53.21	$	55.88	$	57.18	$	56.27	$	55.83	$	59.69	$	60.88

Churn
Fiber Consumer Broadband Churn⁽⁶⁾		1.1%		1.0%		1.3%		1.3%		1.2%		1.2%		1.1%		1.4%
DSL/Copper Consumer Broadband Churn ⁽⁶⁾		1.6%		1.5%		1.7%		2.0%		2.0%		1.8%		2.0%		2.4%

Consumer Broadband Revenue ($ in thousands)
Fiber Broadband Revenue ⁽⁴⁾	$	82,034	$	26,136	$	29,613	$	34,004	$	37,916	$	127,668	$	41,613	$	45,414
Copper and Other Broadband Revenue		190,112		41,825		41,726		41,085		38,542		163,179		38,268		35,992
Total Consumer Broadband Revenue	$	272,146	$	67,961	$	71,339	$	75,089	$	76,458	$	290,847	$	79,882	$	81,406

Consumer Voice Connections ⁽⁵⁾		276,779		267,509		258,680		249,081		239,587		239,587		229,523		213,472

Video Connections		35,039		32,426		28,934		26,158		21,900		21,900		17,620		134

Fiber route network miles (long-haul, metro and FttP)		57,865		57,569		58,836		59,915		60,438		60,438		61,366		63,343

On-net buildings		14,427		14,520		14,735		14,928		15,105		15,105		15,254		15,381

Page 14 of 15

Notes:

(1)

In Q1 2021, the Company launched a multi-year fiber build plan to upgrade 1.6 million passings or 70% of our service area to fiber Gig+ capable services. During the three and six months ended June 30, 2024, an additional 32,961 and 43,744 passings were upgraded to FttP, respectively, and total fiber passings were 1,273,926 or 49% of the Company's service area at June 30, 2024.

(2)	Passings counts are estimates of single family units, multi-dwelling units, and multi-tenant units within consumer, small business and enterprise. These counts are based upon the information available at this time and are subject to updates as additional information becomes available.

(3)	When a passing is both fiber and DSL/Copper capable it is counted as a fiber passing.

(4)	Fiber broadband revenue includes revenue from our Kansas City operations, which was sold in the fourth quarter of 2022, of approximately $1.8 million for the year ended December 31, 2022. Amounts have not been adjusted to reflect the sale.

(5)

The sale of our Washington Operations in the second quarter of 2024 resulted in a reduction of approximately 37,679 DSL/Copper passings, 6,026 fiber passings, 8,272 DSL/Copper broadband connections, 569 fiber broadband connections, and 4,674 consumer voice connections. Prior period amounts have not been adjusted to reflect the sale.

(6)

Consumer Broadband net adds and churn for the year ended December 31, 2022 have been normalized to reflect the divestitures of our Kansas City and Ohio operations, which were sold in 2022. Additionally, for the three months ended June 30, 2024, Consumer Broadband net adds and churn have been normalized to reflect the divestiture of the Washington operations, which was sold in the second quarter of 2024.

Page 15 of 15